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HomeMy WebLinkAboutNC0020354_Owner (Name Change)_20220405 March 24, 2022 NC Department of Environmental Quality Division of Water Resources Water Quality Permitting Section NPDES Permitting Attn: Mr. John Hennessy RECEIVED 1617 Mail Service Center Raleigh, NC 27699-1617 APR 0 5 2022 Re: Transfer of NPDES Permit Number NC0020354 NCDEQIDWR/NPDES Dear Mr. Hennessy, On behalf of my client, Clearwater 64 LLC ("Clearwater"), I have enclosed Department of Environmental Quality, Division of Water Resources Permit Name/Ownership Change Form ("the Application") requesting a transfer of the obligations of Chatham Park Investors LLC ("CPI"), as co-permittee of the above referenced permit from CPI to Clearwater. The NPDES permit for the Pittsboro WWTP and the Chatham Park Water Recovery Center ("CPWRC") is currently issued to the Town of Pittsboro (the "Town") and CPI. The application is being submitted pursuant to the provisions of North Carolina General Statutes §143-215.1(d3). In support of the Application, please note the following. Clearwater filed its articles of incorporation with the North Carolina Secretary of State's office and was incorporated on July 7, 2021. The articles of incorporation are included with the Application. The Chatham Park Water Recovery Center (the "CPWRC") was funded by CPI and was constructed to receive and treat wastewater from customers of the Town and to produce and distribute reclaimed water from the CPWRC. The facility was constructed on a 5.758 acres tract of land owned by CPI located near the intersection of U.S. Highway 64 Business and Eubanks Road in Chatham County. The CPWRC is included on the Town of Pittsboro's Wastewater Treatment Plant's NPDES permit issued in May 2021 as an additional outfall. A draft deed to effectuate the transfer of the property from CPI is included with the Application. As described in the draft deed, the property is depicted as New Tract B2, containing 250,840 square feet (5.758 acres), more or less, as shown on a plat recorded in the office of the Register of Deeds for Chatham County, North Carolina in Plat Slide 2020, Pages 190 and 191. The timing of the deed recording is dependent on the timeline for DWR to approve the ownership change request for the NPDES permit. As discussed with DWR staff, I request that you notify me about one week before final approval of this name change request is expected. Clearwater will then proceed with recording the deed with Chatham County. In addition, I am including with this application a draft of Real Property and Personal Property Transfer Agreement between Chatham Park Investors LLC and Clearwater 64 LLC, along with a list of Personal Property Assets to be attached as Exhibit B to the Transfer Agreement. CPI and the Town entered into a Master Services Agreement in August 2020 with respect to the operations of the CPWRC. A draft assignment from CPI to Clearwater of the Master Services Agreement is included in the Application and will be finalized at the same time as the recording of the deed transferring ownership of the CPWRC and land from CPI to Clearwater. Copies of the recorded deed, executed Real Property and Personal Property Transfer Agreement, and executed assignment of the Master Services Agreement will be provided to you after the deed is recorded. As explained above,this application is being submitted pursuant to the provisions of the North Carolina General Statutes §143-215.1(d3). With respect to the requirements of the statute, please note the following. 1. The Application constitutes the written request by Clearwater to change the co- permittee from CPI to Clearwater. 2. Upon recording of the deed, CPI will become lawfully and finally divested of title to the property on which the permitted activity is occurring and Clearwater will hold the title to said property. 3. There will be no substantial change in the permitted activity. Please let me know if you have any questions or need additional information. Cordially yours, Sheila C. Holman 107 Spring Lake Court Durham, NC 27713 Holman4245@att.net 919-215-0898 Enclosures ritZ 1-':, NC DEPARTMENT OF ENVIRONMENTAL QUALITY ;� " DIVISION OF WATER RESOURCES '4k•01. -`':•:� WATER QUALITY PERMITTING SECTION NORTH CAROLINA NPDES PERMITTING Environmental Quality PERMIT NAME/OWNERSHIP CHANGE FORM 1. CURRENT PERMIT INFORMATION: Permit Number: NC002J 0/_3J_5_/ 4_ or NCG5 / / / /_ 1. Facility Name: Pittsboro WWTP/CPWRC II. NEW OWNER/NAME INFORMATION: 1. This request for a name change is a result of: Xa. Change in ownership of property/company b. Name change only c. Other(please explain): 2. New owner's name (name to be put on permit): Clearwater 64 LLC 3. New owner's or signing official's name and title:Timothy R. Smith (Person legally responsible for permit) Vice President (Title) 4. Mailing address: 105 Weston Estates Way City: Cary State: NC Zip Code:27513 Phone: (919 )481-3000 E-mail address:tim@prestondev.com III. FACILITY AND DISCHARGE INFORMATION 1. Will the waste stream for the facility remain the same as under the previous owner? Yes El No D 2. Will the treatment system and discharge location remain the same? Yes OO No❑ "No Responses" If either or both of these questions are answered"No"then more information will be needed to review the request. Please attach documentation to describe and explain the changes to the facility activities, waste stream, treatment process or outfall location. The Division may not be able to process the Permit Name/Ownership Change request and may require that the new owner file a new permit application. DQ'.t,�c North Carolina Department of Environmental Quality I Division of Water Quality�.� 512 North Salisbury Street 11617 Mail Service Center I Raleigh,North Carolina 27699-1617 V 919.707.9000 NPDES Name and Ownership Change Page 2 of 2 THIS APPLICATION PACKAGE WILL NOT BE ACCEPTED BY THE DIVISION UNLESS ALL OF THE APPLICABLE ITEMS LISTED BELOW ARE INCLUDED WITH THE SUBMITTAL. REQUIRED ITEMS 1. This completed application form 2. Legal documentation of the transfer of ownership(such as a property deed,articles of incorporation,or sales agreement) 3. Information to document facility,waste stream,treatment system or outfall changes as noted in item III above(if appropriate) Applicant's Certification: 1,Timothy R. Smith, attest that this application for a name/ownership change has been reviewed and is accurate and complete to the best of my knowledge. I understand that if all required parts of this application are not completed and that if all required supporting information and attachments are not included,this application package will be returned as incomplete. I understand that Permit Name/Ownership Change can only take place through action taken by the Division of Water Resources and that no actions on my part or the part of my company result in the automatic transfer of permit coverage. Signature:._ (G� ^'" Date: 3-/br Vice Poe 864..,47" THE COMPLETED APPLICATION PACKAGE, INCLUDING ALL SUPPORTING INFORMATION&MATERIALS, SHOULD BE SENT TO THE FOLLOWING ADDDRESS: NC DEQ/ DWR/NPDES 1617 Mail Service Center Raleigh, North Carolina 27699-1617 Version 07/2021 SOSID:2235972 Date Filed: 7/20/2021 8:16:00 AM Elaine F.Marshall North Carolina Secretary of State ARTICLES OF ORGANIZATION ' C2021 200 01662 OF CLEARWATER 64 LLC Pursuant to Section 57D-2-20 of the North Carolina Limited Liability Company Act, the undersigned does hereby submit these Articles of Organization for the purpose of forming a limited liability company: 1. The name of the limited liability company is Clearwater 64 LLC 2. The name and address of the undersigned Organizer of the limited liability company are Donald R. Teeter,Jr., 100 Matrix Drive 8000,Cary,North Carolina 27513 3. The street address,mailing address,and county of the initial registered office of the limited liability company are 2626 Glenwood Avenue, Suite 550, Raleigh,North Carolina 27608, Wake County; and the name of the initial registered agent of the limited liability company at such address is Corporation Service Company 4. The street address, mailing address, and county of the principal office of the limited liability company are 100 Matrix Drive 8000,Cary,North Carolina 27513, Wake County 5. The liability of the members of the limited liability company shall be limited as provided in the North Carolina Limited Liability Company Act 6. The duration of the limited liability company shall be perpetual 7. These Articles of Organization shall be effective upon Sling IN WITNESS WHEREOF, Clearwater 64 LLC has caused these Articles of Organization to be duly executed by the hand and under the seal of its Organizer,all as of the 19th day of July 2021. LLC • By: on d R. Teeter, r. Organizer NORTH CAROLINA SPECIAL WARRANTY DEED Excise Tax: $ AKPAR#0092665 This instrument prepared by:Kenneth L.Eagle, 105 Weston Estates Way,Cary,NC 27513 Mail To:Grantee Brief description for the Index:New Tract B2,Plat Slide 2020,Pages 190 and 191 THIS DEED made as of the day of ,2022,by and between GRANTOR GRANTEE CHATHAM PARK INVESTORS LLC CLEARWATER 64 LLC a North Carolina limited liability company a North Carolina limited liability company 105 Weston Estates Way P.O.Box 3557 Cary,NC 27513 Cary,NC 27519 Enter in appropriate block for each Grantor and Grantee: name,mailing address,and,if appropriate,character of entity,e.g. corporation or partnership. The designation Grantor and Grantee as used herein shall include said parties,their heirs, successors, and assigns, and shall include singular,plural,masculine,feminine or neuter as required by context. WITNESSETH,that the Grantor,for a valuable consideration paid by the Grantee,the receipt of which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey unto the Grantee in fee simple, all that certain real property situated in the Town of Pittsboro, Center Township, Chatham County, North Carolina and more particularly described as follows(the"Property"): New Tract B2,containing 250,840 square feet(5.758 acres),more or less,as shown on a plat recorded in the office of the Register of Deeds for Chatham County,North Carolina in Plat Slide 2020,Pages 190 and 191. The Property hereinabove described was acquired by Grantor by instrument recorded in Book 1311,Page 1 Chatham County Registry. All or a portion of the Property herein conveyed does not include the primary residence of a Grantor. A map showing the Property is recorded in Plat Slide 2020,Pages 190 and 191. Special Warranty Deed Page 2 The Property is conveyed subject to the following: 1.Planned Development District zoning for Chatham Park Planned Development District(Chatham Park PDD)in the Town of Pittsboro,North Carolina,including the associated"Master Plan","Additional Elements",and"North Village Small Area Plan",as the foregoing may be amended or supplemented from time to time. 2.The"Rights"reserved by Grantor described in Exhibit A attached hereto and incorporated by reference. 3. The Permitted Exceptions described in Exhibit B attached hereto and incorporated by reference. TO HAVE AND TO HOLD the aforesaid Property and all privileges and appurtenances thereto belonging to the Grantee in fee simple. And the Grantor covenants with the Grantee,that Grantor has done nothing to impair such title as Grantor received,and Grantor will warrant and defend the title against the lawful claims of all persons claiming by,under or through Grantor,other than the Permitted Exceptions described in Exhibit B attached hereto and incorporated by reference. Subject to the Permitted Exceptions,the Property is conveyed together with all the following: I.Without any warranty as to enforceability by the Grantee or Grantee's successors and assigns,all of Grantor's right, title, and interest in and to all permits, approvals, and entitlements specifically related to the Property,whether presently in existence or arising in the future,that have been or are granted by the Town of Pittsboro,North Carolina("Town")or any other governmental authority. 2.All of Grantor's rights and obligations contained in a"Master Services Agreement"between Grantor and the Town dated August 10,2020,and a"Memorandum of Understanding"between Grantor and the Town dated 3.All rights,privileges,and easements appurtenant thereto and improvements thereon,but excluding easements and infrastructure improvements(e.g.,water lines,sanitary sewer lines,streets,stormwater control measures,electric lines,natural gas lines,and other improvements)existing on the date of this Deed and established or reserved with respect to the Property by or for Seller,a property owners'association,the Town or other government entity,or a provider of public or private utilities to the Property. Provided,however,the foregoing conveyance of rights,privileges, easements,entitlements, permits,approvals, and entitlements specifically exclude all the following:the Rights reserved in Exhibit A;rights of Grantor under the Chatham Park PDD Master Plan and Additional Elements;rights of Grantor under the North Village Small Area Plan;rights of Grantor as a "Declarant" and rights of property owners' associations and other persons, under any restrictive covenants applicable to the Property;rights of Grantor as a"Developer"under the Development Agreement recorded in the office of the Register of Deeds for Chatham County,North Carolina in Book 2257,Page 401;any Town or other government entity entitlement that applies to portions of Chatham Park PDD other than the Property; and, unless specifically assigned by Grantor to Grantee, rights of Grantor under any easement, agreement, or other document between Grantor and the Town or other Government Entity, a property owners association,or a utility provider. [Execution page follows] Special Warranty Deed Page 3 IN WITNESS WHEREOF,the Grantor has duly executed the foregoing as of the day and year first above written. CHATHAM PARK INVESTORS LLC, a North Carolina limited liability company By: Name:Timothy R. Smith Title:Vice President Wake County,North Carolina I certify that the following person personally appeared before me this day and acknowledged to me that he signed the foregoing document on behalf of Chatham Park Investors LLC,a North Carolina limited liability company,for the purposes stated therein in the capacity indicated:Timothy R. Smith. Date: (affix seal or stamp here) Notary Public (Printed/Typed Name) My commission expires: Special Warranty Deed Page 4 EXHIBIT A RIGHTS RESERVED BY SELLER Grantor, for itself and its successors and assigns, hereby reserves the rights to subject the Property to any one or more of the following(the"Rights"), which Rights may be exercised in whole or in part, at any time, and from time to time,and without the consent or joinder of Grantee or any subsequent owner of the Property.Provided, at the request of Grantor,the owner of the Property shall cooperate with Grantor or its successors and assigns in the exercise of the Rights. Provided further,Grantor covenants and agrees with the Grantee that none of the following will include any provisions that would prohibit or materially, adversely interfere with the use of the Property for office, retail or other commercial uses, except for and solely to the extent of the restrictions on Grocery Supermarkets and sale of Grocery Items described in Paragraph 5 below. 1. One or more Supplemental Stormwater Agreements with respect to specific stormwater control measures in the sub-watershed in Chatham Park PDD in which the Property is located. 2. A"Declaration Of Use Restrictions"to be recorded in the Registry that will impose certain restrictions on development and use of "Grocery Supermarkets" and sale of "Grocery Items" (each as defined in said declaration), and certain restrictions on development and use of gas station and convenience food stores on an approximately 2,222 acre portion of Chatham Park located north of U. S. Highway 64 Business and east of U. S. Highway 15-501 and known as"North Village",the Property being located in North Village. During the period of time that the Declaration Of Use Restrictions is in effect, Grantee and subsequent owners of the Property will not be allowed to use the Property for the prohibited development of Grocery Supermarkets or sale of Grocery Items but solely to the extent and as specified therein; provided, however, that nothing in the Declaration of Use Restrictions shall preclude Grantee or subsequent owners of the Property from devoting fewer than 1,500 square feet of enclosed floor area(including 'h of any aisle space adjacent to the display area) to the display of Grocery Items typically sold in Grocery Supermarkets for off-premises consumption. 3.A special assessment district pursuant to Sections 160A-292.1 through 160A-292.7 of the North Carolina General Statutes,including amendments thereto and including any successor or replacement statute enacted after to the recording of this Deed in the Registry. 4. Other documents with respect to Chatham Park PDD that are applicable to the Property and that are required by the Town after the recording of this Deed in the Registry. Special Warranty Deed Page 5 EXHIBIT B PERMITTED EXCEPTIONS NOTE: All recording references herein are to the office of the Register of Deeds for Chatham County,North Carolina,which also is referred to herein as the"Registry". 1.Ad valorem taxes on the Property for 2022 and subsequent years,not yet due and payable. 2.Easements,setback lines and any other matters shown on plat recorded in Plat Slide 2021,Page 368;Plat Slide 2020, Pages 190 and 191, Plat Slide 22, Page 65 and Plat Slide 2007, Pages 26 and 27, and also on surveys attached to documents recorded in Book EN, Page 291 and Book 566, Page 764. 3. Easement to Duke Energy Progress,LLC recorded in Book 1887,Page 767. 4. Easement(s) to Carolina Power and Light Company as recorded in Book 468, Page 461, expanding easements recorded in Book 297, Page 72 and Book 297,Page 142. 5. Ordinance to Extend the Corporate Limits of the Town of Pittsboro,North Carolina, recorded in Book 2001,Page 196. 6.Master Encroachment Agreement and Maintenance Agreement for Chatham Park recorded in Book 2041, Page 240,as affected by that certain Amendment recorded in Book 2183, Page 706. 7. Agreement among North Carolina Division of Water Resources, Town of Pittsboro, and Chatham Park Investors LLC evidenced by Memorandum recorded in Book 2057,Page 185. 8. Permits to Discharge Stormwater recorded in Book 1972,Page 895 and Book 2094,Page 476. 9. Declaration of Maintenance Covenants and Grant of Protection Easements for Stormwater Control Facilities recorded in Book 1972,Page 900. 10.Declaration of Easements and Covenants to Share Costs for Chatham Park recorded in Book 2098, Page 836. 11. Master Stormwater Control Measures Operations and Maintenance Agreement for Chatham Park PDD recorded in Book 2168,Page 4490 12. Deed of Easement to the Department of Transportation recorded in Book 714,Page 173. 13. Right-of-Way to the State Highway Commission as recorded in Book 331,Page 332,Chatham County Registry.(Tract 1,Plat Book 2007,Pages 26 and 27). 14. Right-of-way to the State Highway Commission as recorded in Book 331,Page 329,Chatham County Registry.(Tract 3, Plat Book 2007,Pages 26 and 27). Special Warranty Deed Page 6 15. Easement(s)to Carolina Power and Light Company as recorded in Book JG,Page 108(Tract 3, Plat Book 2007,Pages 26 and 27). 16. Easement(s)to Carolina Telephone and Telegraph Company as recorded in Book KQ,Page 348(Tract 3,Plat Book 2007,Pages 26 and 27). 17. Easement to the Department of Transportation recorded in Book 806,Page 522(Tract 3,Plat Book 2007,Pages 26 and 27). 18. Terms and Conditions of Development Agreement for Chatham Park Planned Development District recorded in Book 2257,Page 401. 19. "Declaration Of Covenants,Conditions,And Restrictions For Chatham Park Commercial Properties" recorded in Book 2105, Page 322,as amended by a"First Amendment To Declaration Of Covenants,Conditions, And Restrictions For Chatham Park Commercial Properties",recorded in Book 2106, Page 199. (NOTE: The Declaration reserves the right for the Declarant to execute one or more"Stormwater Agreements",as defined in the Declaration,that may be binding on the Property.)Also see Supplemental Declaration recorded in Book , Page 20.Claims to land created or lost by accretion,reliction or avulsion resulting from movement of the creek forming part of the boundary of the Property. 21.Rights of others including riparian,littoral,and drainage in and to the waters of any branch,river,stream, creek,lake,canal,ditch,or other watercourse which joins or traverses the Property. 22.Installation and service agreement and a marketing agreement between Grantor and Carolina Telephone and Telegraph CenturyLink, LLC d/b/a CenturyLink ("CenturyLink") for CenturyLink to provide infrastructure and serve as a provider of data,voice,and video services(individually and together,"Communication System")to portions of the Chatham Park Planned Development District,including the Property,including rights and easements for CenturyLink on the Property and with respect to the Communication System. REAL PROPERTY AND PERSONAL PROPERTY TRANSFER AGREEMENT THIS REAL PROPERTY AND PERSONAL PROPERTY TRANSFER AGREEMENET ("Agreement") is effective this day of February 2022, by and between Chatham Park Investors LLC,a North Carolina limited liability company("CPI"),and Clearwater 64 LLC,a North Carolina limited liability company ("Clearwater"). CPI and Clearwater also may be referred to herein individually as a "party"and together as the"parties". BACKGROUND 1.CPI is the owner of the real property described in Exhibit A,together with the Center(as defined herein)and all other improvements thereon, except for any such improvements owned by or dedicated to the Town of Pittsboro, North Carolina (also referred to herein as "Pittsboro" or "Town"), another Governmental Entity,or a private utility provider(the foregoing being referred to herein as the"Property"). 2. The Property is part of approximately 7,100 acres of land that has been zoned by Pittsboro as a master planned development known as Chatham Park Planned Development District("Chatham Park PDD" or"Chatham Park"). 3. The Chatham Park Water Recovery Center ("Center"), a wastewater treatment and reclaimed water generation facility,has been constructed on the Property and is in operation on the Property. 4. CPI is the owner of those items of personal property used in operation of the Center that are described in Exhibit B(the"Personal Property"). 5. Pursuant to a"Master Services Agreement"between CPI and Pittsboro,dated August 10,2020, the Center serves as a bulk wastewater treatment and reclaimed water provider for Pittsboro. 6.CPI is a co-permittee with Pittsboro pursuant to National Pollutant Discharge Elimination Permit ("NPDES") Permit No. NC0020354 issued to CPI and Pittsboro by the Division of Water Resources ("DWR")of the North Carolina Department of Environmental Quality("DEQ")effective June 1,2021. 7. CPI is the permittee under Reclaimed Water Generation Permit No. WQ0039375 issued to CPI by DWR effective August 27,2021. 8. The City of Sanford,North Carolina("Sanford")currently is the licensed operator of the Center pursuant to an "Operation And Maintenance Agreement For Chatham Park Water Recovery Center" between CPI and Sanford dated December 21,2021 ("Operation Agreement"). 9.The members of CPI are the same as the members of Clearwater,and CPI has agreed to distribute the Property and Personal Property to its members and CPI's members have agreed to contribute the Property and Personal Property to Clearwater. 10. CPI also has agreed to transfer to Clearwater, and Clearwater has agreed to accept transfer of, CPI's rights and obligations under the following a. NPDES Permit No.NC 0020354; b. Reclaimed Water Generation Permit No. WQ0039375; c. Master Services Agreement with Pittsboro;and d. Operation Agreement with Sanford. Real Property And Personal Property Transfer Agreement Page 2 NOW THEREFORE, in consideration of the mutual desire of the parties and other valuable consideration,the sufficiency and receipt of which is acknowledged,the parties agree as follows: 1. CPI and Clearwater shall cooperate to obtain transfer to Clearwater of CPI's rights and obligations under the following: a. NPDES Permit No.NC 0020354;and b. Reclaimed Water Generation Permit No. WQ0039375; 2.Contemporaneously with the transfer to Clearwater of CPI's rights and obligations under NPDES Permit No.NC0020354,CPI shall: a. Assign to Clearwater its rights and obligations under the Master Services Agreement; b. Assign to Clearwater its rights and obligations under the Operation Agreement; c. Distribute the Property and Personal Property to its members,who will contribute the Property and Personal Property to Clearwater. Transfer of the Property to Clearwater will be evidenced by the recording in the office of the Register of Deeds for Chatham County,North Carolina,of a Special Warranty Deed from CPI to Clearwater in the form attached hereto as Exhibit C, , and transfer the Personal Property to Clearwater will be evidenced by a document in the form attached hereto as Exhibit D and executed by CPI and Clearwater. The parties agree that, if DWR requires that Clearwater own the Property and/or Personal Property prior to transfer to Clearwater of CPI's rights and obligations under NPDES Permit No. NC0020354, the parties will effectuate transfer of the Property and Personal Property to Clearwater as necessary to satisfy DWR's requirements. 3.The parties agree that CPI shall be liable for all matters arising out of the ownership,construction, and operation of the Center that arise out of or result from events that occurred prior to transfer of ownership of the Center to Clearwater,and that Clearwater shall be liable for all matters arising out of the ownership, construction, and operation of the Center that arise out of or result from events that occur from and after transfer of ownership of the Center to Clearwater. 4. Clearwater agrees that, from and after transfer to Clearwater of CPI's rights and obligations under NPDES Permit No. NC 0020354, Clearwater shall be liable for all obligations under the NPDES Permit related to the Center. 5. Clearwater agrees that, from and after transfer to Clearwater of CPI's rights and obligations under Reclaimed Water Generation Permit No. WQ0039375, Clearwater shall be liable for all obligations under said permit. 6. Bodies of Water. Clearwater hereby acknowledges that CPI has made no promises, covenants, warranties, or guarantees relative to, and Clearwater hereby agrees that CPI shall have no liability with respect to,the following: (a)the existence of any pond, lake,river, stream,branch,creek,or other body of water(individually and together, a"body of water") on or near the Property or in Chatham Park; (b)the quality, purity or any other characteristic of any body of water in or adjacent to Chatham Park; (c)the maintenance of any particular water level at any time or season in any body of water in or adjacent to Chatham Park; (d)any right of Clearwater or Clearwater Permittees to use or access any body of water in Chatham Park for any purpose; (e)any right to construct piers, docks, boathouses or any other Real Property And Personal Property Transfer Agreement Page 3 improvements of any sort on the Property or on any body of water on the Property or in Chatham Park;and (f)the Property being,or continuing to be,contiguous to any body of water in or adjacent to Chatham Park or there being a view of any body of water from the Property. 7. View Impairment. CPI makes no warranties or representations that any view from, over, or across the Property that exists on the Effective Date of this Agreement will be preserved without impairment or change. Any express or implied easements for view purposes or for the passage of light and air are hereby expressly disclaimed. 8. Construction Activities. Clearwater acknowledges that Chatham Park is an ongoing development and that CPI and owners of other properties in Chatham Park,and their respective employees, agents, contractors, subcontractors, licensees, and other designees, successors, or assigns may conduct construction activities in Chatham Park, including blasting and excavation, and that such activities, when conducted in accordance with Legal Requirements, shall not constitute a nuisance. 9. Public Facilities and Services. Clearwater acknowledges that certain facilities in Chatham Park may be open for public use and enjoyment,and that such facilities may include greenways,trails,multi-use paths, sidewalks, and parks. Greenways, trails, multi-use paths, sidewalks, and parks may be located in Required Open Space, TCA,or in easements on the Property. 10.Future Development. Clearwater acknowledges that,in entering into this Agreement,it has not relied on any proposed development of any part of Chatham Park that may be shown in the Master Plan for Chatham Park,applicable Small Area Plan,or any plan for development of Chatham Park or portion thereof maintained from time to time by CPI, any plan for development of Chatham Park or portion thereof approved by Pittsboro or other applicable Government Entity,any sales literature published or maintained by CPI or any agent of CPI, or any discussions with any real estate broker, and Clearwater acknowledges that there is no representation or warranty that any proposed development contained in any of the foregoing literature or discussed with any of the foregoing Persons will be built in Chatham Park. 11. Use of Name. Clearwater acknowledges and agrees that Clearwater shall not use the words "Chatham Park"or any substantially similar words in any document, in any advertising, on any building, or in any other manner without the written consent of CPI, except that Clearwater may use the name Chatham Park in any document or advertising to identify the location of the Property. CPI shall have all remedies available at law or in equity to enforce the provisions of this Section,which shall survive Closing. 12.Notices. Any notice required or allowed by this Agreement shall be in writing, addressed to the receiving party's "Notice Address" as set forth herein, and may be given by the sending party by any of the following: (a)registered or certified United States Mail,postage prepaid,return receipt requested, in which case the notice will be deemed delivered on the delivery date indicated on the return receipt; (b)delivery by a nationally recognized overnight courier,in which case the notice shall be deemed delivered on the delivery date indicated in the records of such overnight courier; (c)electronic mail (e-mail) or telephone facsimile, in which case the notice shall be deemed delivered upon transmission of such notice, provided that no later than the next business day after the email or telephone facsimile is sent,the recipient acknowledges receipt or a hard copy of the e-mail or telephone facsimile transmission is also sent in the manner set forth in (a), (b) or (d) of this Section; or(d)personally delivered to the notice address of the receiving party by the sending party or an employee or agent of the sending party,in which case the notice will be deemed delivered on the date of delivery. Either party may change its address by giving the other party written notice of such change in the manner required herein for giving notices, and such address Real Property And Personal Property Transfer Agreement Page 4 change shall be effective only upon delivery of the notice. Any notice required or allowed by this Agreement may be given on behalf of a party by that parry's attorney or agent.The Notice Address for each party is the following: Chatham Park Investors LLC Attn: Timothy R. Smith or Julian W. Rawl 105 Weston Estates Way Cary,NC 27513 Clearwater 64 LLC Attn: Timothy R. Smith or Julian W.Rawl 105 Weston Estates Way Cary,NC 27513 13.Water Quality Disclosure.Clearwater acknowledges recent studies have indicated the presence of 1,4,Dioxane and Per and Poly-fluoro Alkyl Substances in potable water supplied by Pittsboro,and that there may be other contaminants in potable water supplied by Pittsboro. Clearwater further acknowledges that CPI has no liability with respect to potable water supplied by Pittsboro. 14. The parties further agree as follows: a. Execution of Documents. The parties agree to execute all documents reasonably necessary to carry out the provisions of this Agreement. b. Recitals and Exhibits. Recitals in this Agreement and all Exhibits referred to herein are incorporated into and made a part hereof. c.Gender and Number.As used herein,the singular shall include the plural,the plural shall include the singular,and one gender shall include all genders. d. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina,without regard to conflict of laws or choice of laws. e.Entire Agreement.This Agreement contains the entire understanding and agreement between the parties, and all prior or contemporaneous oral or written agreements or instruments regarding the subject matter of this Agreement are merged herein,and no amendment to this Agreement shall be effective unless the same is in writing and signed by the parties hereto or their respective permitted successors and assigns. f.Binding Effect.This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns. g. Severability. If any part or all of any term, covenant, condition, agreement, provision, Section, subsection, or paragraph of this Agreement shall be adjudged invalid or unenforceable by a court of competent and final jurisdiction,the same shall be severable from the remainder of this Agreement and this Agreement shall not terminate or be deemed void or voidable,but shall continue in full force and effect and there shall be substituted for such invalid provision a like,but legal and enforceable,provision which most nearly accomplishes the intention of the parties hereto,and if no such provision is available,the remainder of this Agreement shall be enforced. If such term,covenant,condition,agreement, provision or Section of Real Property And Personal Property Transfer Agreement Page 5 this Agreement is adjudged invalid due to its scope or breadth,such item shall be deemed valid to the extent of the scope or breadth permitted by law. h. Representation. The parties acknowledge and agree that they have asked Kenneth L. Eagle, attorney at law,to draft this Agreement,and acknowledge that,in the event of a dispute between them with respect to this Agreement, said attorney will not be able to represent either party. Each party further acknowledges that, prior to executing this Agreement, it has had adequate opportunity to review this Agreement and to consult with another attorney regarding the provisions hereof. i.Waiver.Any waiver by a party of the other party's default,or any waiver by a party of a condition set forth herein,or any failure by a party to exercise any right granted to that party under this Contract,shall not constitute a subsequent waiver of any default or condition or failure to exercise such right. j.Assignment.Neither party may assign part or all of its rights and obligations under this Contract without the consent of the other party,not to be unreasonably withheld,delayed,or conditioned. k.Counterparts.This Contract may be executed in one or more counterparts,and it is not necessary to the validity of this Contract that CPI and Clearwater sign the same execution page. An execution page signed by a party and transmitted by that party or such party's attorney or agent to the other party or that party's attorney or agent by electronic mail or telephone facsimile shall be deemed an original execution page of the transmitting party. 1.Other Documents.The parties agree that they will execute such other documents as are reasonably necessary to complete the sale and purchase of the Property contemplated by this Contract. m. Possession. Possession of the Property shall be given to Clearwater at the time of conveyance of the Property by CPI to Clearwater,and possession of the Personal Property shall be given to Clearwater at the time of conveyance of the Personal Property by CPI to Clearwater. n. Indemnification. Regarding the respective liabilities of each party under this Agreement, the party who is liable shall indemnify,defend,and hold harmless the other party with respect to such liabilities, including the costs of defending against claims and causes of action relating to such liabilities, including court costs and reasonable attorneys' fees. (End of Page; Execution Page Follows) Real Property And Personal Property Transfer Agreement Page 6 IN WITNESS WHEREOF,CPI and Clearwater each have caused this Agreement to be executed in its company name by its duly authorized official,on the date indicated with such execution,the date of which(or later date of which if not executed on the same date)shall be the date of execution or effective date of this Agreement. Chatham Park Investors LLC, a North Carolina limited liability company By: Name: Title:Vice President Date: Clearwater 64 LLC, a North Carolina limited liability company By: Name: Title: Vice President Date: Real Property And Personal Property Transfer Agreement Page 7 EXHIBIT A PROPERTY DESCRIPTION LYING AND BEING in the Town of Pittsboro,Chatham County,North Carolina,and being"New Tract B2",containing 250,840 square feet(5.578 acres),more or less,as shown on the plat recorded in the office of the Register of Deeds for Chatham County,North Carolina,in Plat Slide 2020,Pages 190 and 191, said plat being incorporated by reference as if fully set out herein. Real Property And Personal Property Transfer Agreement Page 8 EXHIBIT B PERSONAL PROPERTY Real Property And Personal Property Transfer Agreement Page 9 EXHIBIT C SPECIAL WARRANTY DEED NORTH CAROLINA SPECIAL WARRANTY DEED Excise Tax: $0 Parcel ID: Chatham County AKPAR 92665 Mail/Box to: Grantee Prepared by: Kenneth L.Eagle, 105 Weston Estates Way,Cary,NC 27513 Brief New Tract B2(5.758 Acres),Plat Slide 2020,Pages 190 and 191 description for the Index: THIS SPECIAL WARRANTY DEED("Deed")is made on the day of 2022,by and between: GRANTOR GRANTEE Chatham Park Investors LLC, Clearwater 64 LLC, a North Carolina limited liability company a North Carolina limited liability company 105 Weston Estates Way 100 Matrix Drive 8000 Cary,NC 27513 Cary,NC 27513 Enter in the appropriate block for each Grantor and Grantee their name, mailing address,and, if appropriate,state of organization and character of entity,e.g.North Carolina or other corporation,LLC,or partnership. Grantor and Grantee includes the above parties and their respective heirs,successors,and assigns, whether singular,plural, masculine,feminine or neuter,as required by context. FOR VALUABLE CONSIDERATION paid by Grantee, the receipt and legal sufficiency of which is acknowledged,Grantor by this Deed does hereby grant,bargain,sell and convey to Grantee,in fee simple,all that certain lot,parcel of land or condominium unit in the Town of Pittsboro, Center Township,Wake County,North Carolina and more particularly described as follows(the"Property"): New Tract B2, containing 250,840 square feet (5.578 acres), more or less, as shown on Plat Slide 2020, Pages 190 and 191 recorded in the office of the Register of Deeds for Chatham County,North Carolina. All or a portion of the Property was acquired by Grantor by instrument recorded in Book 1311,Page 1. All or a portion of the Property does not include the primary residence of Grantor. A map showing the Property is recorded in Plat Slide 2020, Pages 190 and 191. Real Property And Personal Property Transfer Agreement Page 10 TO HAVE AND TO HOLD the Property and all privileges and appurtenances thereto belonging to Grantee in fee simple. Grantor covenants with Grantee that Grantor has done nothing to impair such title as Grantor received,and Grantor shall warrant and defend the title against the lawful claims of all persons claiming by, under or through Grantor,other than the following exceptions:SEE EXHIBIT A ATTACHED HERETO AND INCORPORATED BY REFERENCE. IN WITNESS WHEREOF,Grantor has caused this North Carolina Special Warranty Deed to be executed by its duly authorized representative. Chatham Park Investors LLC, a North Carolina limited liability company By: Name: Title:Vice President Wake County,North Carolina I certify that the following person personally appeared before me this day and acknowledged to me that he executed the foregoing North Carolina Special Warranty Deed on behalf of Chatham Park Investors LLC, a North Carolina limited liability company, in the capacity indicated: (affix seal or stamp here) Notary Public Printed/Typed Name: My Commission Expires: Real Property And Personal Property Transfer Agreement Page 11 EXHIBIT A TITLE EXCEPTIONS (All recording references in Exhibit A and Exhibit B are to the office of the Register of Deeds for Chatham County,North Carolina.) 1.Ad valorem taxes on the Property for 2022 and subsequent years,not yet due and payable. 2.Easements,setback lines and any other matters shown on plat recorded in Plat Slide 2020,Pages 190 and 191, Plat Slide 22, Page 65 and Plat Slide 2007, Pages 26 and 27,and also on surveys attached to documents recorded in Book EN,Page 291 and Book 566,Page 764. 3.Easement to Duke Energy Progress, LLC recorded in Book 1887,Page 767. 4. Easement(s) to Carolina Power and Light Company as recorded in Book 468, Page 461, expanding easements recorded in Book 297,Page 72 and Book 297,Page 142. 5. Easement(s)to Carolina Power and Light Company as recorded in Book JG,Page 108. 6.Easement(s)to Carolina Telephone and Telegraph Company as recorded in Book KQ,Page 348. 7. Ordinance to Extend the Corporate Limits of the Town of Pittsboro,North Carolina,recorded in Book 2001,Page 196. 8. Master Encroachment Agreement and Maintenance Agreement for Chatham Park recorded in Book 2041,Page 240,as amended in Book 2183,Page 706. 9.Agreement among North Carolina Division of Water Resources,Town of Pittsboro,and Chatham Park Investors LLC evidenced by Memorandum recorded in Book 2057,Page 185. 10.Permits to Discharge Stormwater recorded in Book 1972,Page 895 and Book 2094,Page 476. 11. Declaration of Maintenance Covenants and Grant of Protection Easements for Stormwater Control Facilities recorded in Book 1972, Page 900. 12. Master Stormwater Control Measures Operations and Maintenance Agreement for Chatham Park PDD recorded in Book 2168,Page 4490. 13. Declaration of Easements and Covenants to Share Costs for Chatham Park recorded in Book 2098,Page 836. 14. The Master Plan for Chatham Park Planned Development District adopted by the Town of Pittsboro. 15. The Additional Elements to the Master Plan adopted by the Town of Pittsboro. 16.North Village Small Area Plan approved by The Town of Pittsboro for the portion of Chatham Park PDD north of U.S. Highway 64 Business. Real Property And Personal Property Transfer Agreement Page 12 17. Development Agreement with the Town of Pittsboro recorded in Book 2257,Page 401. 18. "Declaration Of Covenants, Conditions, And Restrictions For Chatham Park Commercial Properties" recorded in Book 2105, Page 322, as amended by a "First Amendment To Declaration Of Covenants, Conditions, And Restrictions For Chatham Park Commercial Properties", recorded in Book 2106, Page 199. (NOTE: The Declaration reserves the right for the Declarant to execute one or more "Supplemental Agreements", as defined in the Declaration,that may be binding on the Property.) 19. Claims to land created or lost by accretion, reliction or avulsion resulting from movement of the creek forming part of the boundary of the Property. 20.Rights of others including riparian,littoral,and drainage in and to the waters of any branch,river, stream,creek,lake,canal,ditch,or other watercourse which joins or traverses the Property. 21. Installation and service agreement and a marketing agreement between Grantor and Carolina Telephone and Telegraph CenturyLink, LLC d/b/a CenturyLink ("CenturyLink") for CenturyLink to provide infrastructure and serve as a provider of data, voice,and video services(individually and together, "Communication System")to portions of the Chatham Park Planned Development District, including the Property, including rights and easements for CenturyLink on the Property and with respect to the Communication System. 22.All other rights of way,easements,and restrictive covenants of record that affect the Property. 23. The"Rights"reserved by CPI as described in Exhibit B attached hereto. Real Property And Personal Property Transfer Agreement Page 13 EXHIBIT B RIGHTS RESERVED BY CPI CPI, for itself and its successors and assigns, hereby reserves the rights to subject the Property to any one or more of the following(the"Rights"),which Rights may be exercised in whole or in part,at any time,and from time to time,and without the consent or joinder of Grantee or any subsequent owner of the Property. Provided, at the request of CPI, the owner of the Property shall cooperate with CPI or its successors and assigns in the exercise of the Rights. Provided further,CPI covenants and agrees with the Grantee that none of the following will include any provisions that would prohibit or materially,adversely interfere with the use of the Property for a wastewater treatment and reclaimed water generation facility. 1. One or more Supplemental Stormwater Agreements with respect to specific stormwater control measures in the sub-watershed in Chatham Park PDD in which the Property is located. 2. A "Supplemental Declaration" to subject the Property to the Declaration Of Covenants, Conditions,And Restrictions For Chatham Park Commercial Properties recorded in Book 2105, Page 322, as amended by a First Amendment To Declaration Of Covenants, Conditions, And Restrictions For Chatham Park Commercial Properties recorded in Book 2106, Page 199. 3. A "Declaration Of Use Restrictions" to be recorded in the Registry that will impose certain restrictions on development and use of"Grocery Supermarkets" and sale of"Grocery Items" (each as defined in said declaration),and certain restrictions on development and use of gas station and convenience food stores on an approximately 2,222 acre portion of Chatham Park located north of U. S. Highway 64 Business and east of U. S. Highway 15-501 and known as "North Village", the Property being located in North Village. During the period of time that the Declaration Of Use Restrictions is in effect,Grantee and subsequent owners of the Property will not be allowed to use the Property for the prohibited development of Grocery Supermarkets or sale of Grocery Items but solely to the extent and as specified therein;provided, however,that nothing in the Declaration of Use Restrictions shall preclude Grantee or subsequent owners of the Property from devoting fewer than 1,500 square feet of enclosed floor area(including'/2 of any aisle space adjacent to the display area)to the display of Grocery Items typically sold in Grocery Supermarkets for off-premises consumption. 4. Easements to Pittsboro or other applicable Governmental Entity for greenways,trails,and other public infrastructure in the 100' Riparian Buffer along the western boundary of the Property. 5.A special assessment district pursuant to Sections 160A-292.1 through 160A-292.7 of the North Carolina General Statutes, including amendments thereto and including any successor or replacement statute enacted after to the recording of this Deed in the Registry. 6.Other documents with respect to Chatham Park PDD that are applicable to the Property and that are required by Pittsboro after the recording of this Deed in the Registry. CP Water Recovery Center Equipment Items Office Equipollent Item Brand Quantity Cost Each Total Cost Source Catalog# Desk Magellan 59"W Classic Cherry Realspace 2 $ 309.99 $ 619.98 Office Depot 281901 File Cabinet Magellan Cherry 4 Drawe Realspace 2 $ 149.99 $ 299.98 Office Depot 547722 Printer Stand Magellan Cherry Realspace 1 $ 189.99 $ 189.99 Office Depot 695438 Magelland Book Case 72"Cherry Realspace 1 $ 109.99 $ 109.99 Office Depot 547938 Office Chair High back Mesh WorkPro 4 $ 249.99 $ 999.96 Office Depot 7741114 HP Printer 8025e HP 1 $ 189.99 $ 189.99 Office Depot 5083118 Long Handle Dipper 6'32oz N/A 1 $ 93.55 $ 93.55 USA Bluebook 46870 Refrigerator 17.5 cu ft (Breakroom) GE 1 $ 849.00 $ 849.00 Lowes 1647336 Microwave GE 1 $ 179.00 $ 179.00 Lowes 1083963 Highback Executive Chair Realspace 2 $ 119.99 $ 239.98 Office Depot 744074 Double Pedstal Steel Desk Uline 1 $ 690.00 $ 690.00 Uline H-5685BL 6 Shelf Bookcase Uline 2 $ 280.00 $ 560.00 Uline H-7689 Rolling Tool Cabinet Craftsman 1 $ 389.00 $ 389.00 Lowes 997953 Kobalt Wood Work Bench Kobalt 1 $ 278.62 $ 278.62 Lowes 2280257 4-Tier Steel Utility Shelving Edsal 5 $ 250.80 $ 1,254.00 Lowes 1632874 Canvas Account Book(Operator Log Book) Boorum&Pease 1 $ 53.59 $ 53.59 Office Depot 943142 Total $ 6,996.63 PSFurniture Chairs(Conf.Room) PS furniture 6 $ 247.50 $ 1,485.00 PS Furniture PS Furniture Table(Conf. Room) PS Furniture 1 $ 315.00 $ 315.00 PS Furniture Tax PS Furniture 1 $ 138.60 $ 138.60 PS Furniture Delivery&Surcharge Fee PS Furniture 1 $ 180.00 $ 180.00 PS Furniture Total $ 2,118.60 Lab Egaiment Item Brand Quantity Cost Each Total Cost Source Catalog# Conductivity Meter Kit YSI 1 $576.55 $576.55 USA Bluebook 22127 pH Meter Kit Oakton 1 $612.00 $612.00 USA Bluebook 94434 1 Pro 20 DO Meter YSI 1 $570.00 $570.00 USA Bluebook 40162 Pro 20 DO Cable YSI 1 $264.10 $264.10 USA Bluebook 40163 Pro 20 Polographic DO Probe YSI 1 $184.30 $184.30 USA Bluebook 40166 All Weather Refrigerated Sampler HACH 2 $11,513.00 $23,026.00 USA Bluebook 53269 Desiccator SP Bel-Art 1 $1,212.80 $1,212.80 USA Bluebook 203360 Desiccant Drierite 1 $97.40 $97.40 USA Bluebook 87523 Analytical Balance Sattorius 1 $4,244.22 $4,244.22 Thomas Scientific 1204C23 Bench Scale A&D Weighing 1 $767.00 $767.00 Thomas Scientific 21A00J589 Pipet 2 ml(6 Pack) Kimble 1 $110.85 $110.85 USA Bluebook 58551 Pipet 10 ml(12 Pack) Kimble 1 $299.20 $299.20 USA Bluebook 58490 Pipet 25 ml(6 Pack) Kimble 1 $225.35 $225.35 USA Bluebook 58491 Pipet Blub N/A 2 $20.35 $40.70 USA Bluebook 40675 Graduated Cylinder 50 ml Corning 5 $32.65 $163.25 USA Bluebook 30261 Graduated Cylinder100 ml Corning 5 $38.90 $194.50 USA Bluebook 30262 Graduated Cyliner 250 ml Corning 5 $53.80 $269.00 USA Bluebook 30263 Graduated Cylinder 500 ml Nalgene 3 $52.05 $156.15 USA Bluebook 37970 Graduated Cylinder 1000 ml Nalgene 3 $68.85 $206.55 USA Bluebook 37980 Volumetric Flask 50 ml(6 Pack) Corning 1 $145.80 $145.80 USA Bluebook 59047 Volumetric Flask 100 ml(6 Pack) Corning 1 $167.50 $167.50 USA Bluebook 59048 Volumetric Flask 250 ml(6 Pack) Corning 1 $199.25 $199.25 USA Bluebook 59049 Volumetric Flask 500 ml(6 Pack) Corning 1 $249.05 $249.05 USA Bluebook 59050 Volumetric Flask 1000 ml Corning 3 $53.20 $159.60 USA Bluebook 30206 Beaker 50 ml(12 Pack) Kimax 1 $75.10 $75.10 USA Bluebook 55712 Beaker 150 ml(12 Pack) Kimax 1 $71.05 $71.05 USA Bluebook 55714 Beaker 250 ml(12 Pack) Kimax 1 $71.30 $71.30 USA Bluebook 55715 Beaker 600 ml(6 Pack) Kimax 1 $54.25 $54.25 USA Bluebook 55717 Beaker 1000 ml(6 Pack) Kimax 1 $94.25 $94.25 USA Bluebook 55718 Beaker Polypropylene 500 ml United Scientific 4 $7.80 $31.20 USA Bluebook 39826 Beaker Polypropylene 1000 ml United Scientific 4 $8.10 $32.40 USA Bluebook 39827 Stirring Hot Plate Cimarec 1 $496.00 $496.00 USA Bluebook 92168 Spinbar(1/2 X 5/16) Spinbar 5 $5.50 $27.50 USA Bluebook 41002 Spinbar(1 X 5/16) Spinbar 5 $6.00 $30.00 USA Bluebook 41004 Settleometer Kit Thermo Scientific 1 $232.05 $232.05 USA Bluebook 41330 Centerifuge Raven 1 $1,305.00 $1,305.00 USA Bluebook 41415 Electrode Holder SP Bel-Art 1 $56.05 $56.05 USA Bluebook 204369 Buret 25 ml Corning 2 $148.25 $296.50 USA Bluebook 30191 Buret Clamp United Scientific 1 $22.85 $22.85 USA Bluebook 205729 Support Base&Rod United Scientific 1 $74.30 $74.30 USA Bluebook 28973 Sample Refrigerator Horizon Scientific 1 $3,872.00 $3,872.00 Thomas Scientific 21A00K343 Long Handle Dipper 6'32oz N/A 1 93.55 $93.55 USA Bluebook 46870 Carboy 5.5ga1 with Spigot Nalgene 1 251.75 $251.75 USA Bluebook 34744 Carboy 5.5ga1 with Handles Nalgene 2 138.15 $276.30 USA Bluebook 35495 DR1900 Spectrophotometer Hach 1 3923.00 $3,923.00 USA Bluebook 64134 $45,527.52 Total Overall Cost $54,642.75 ASSIGNMENT OF MASTER SERVICES AGREEMENT This ASSIGMENT OF MASTER SERVICES AGREEMENT ("Assignment") is made and effective this day of , 2022, by and between Chatham Park Investors LLC, a North Carolina limited liability company ("Assignor"), and Clearwater 64 LLC, a North Carolina limited liability company("Assignee"). BACKGROUND 1.Assignor is the owner of the following real property(the"Property"): New Tract B2 as shown on a plat recorded in the office of the Register of Deeds for Chatham County,North Carolina in Plat Slide 2020,Pages 190 and 192. 2. A wastewater treatment facility known as "Chatham Park Water Recovery Center" (the "Facility")has been constructed on the Property. 3. Assignor and the Town of Pittsboro,North Carolina("Town")entered into a"Master Services Agreement" dated August 10, 2020, which provides that the Facility will be operated to provide bulk wastewater treatment services for the Town. 4.NPDES Permit#NC0020354, effective June 1, 2021, was issued to Assignor and the Town by the North Carolina Department of Environmental Quality("DEQ")on May 5,2021. 5.The NPDES Permit allows discharge from the Facility into Robeson Creek up to 499,000 gallons per day of treated wastewater. 6. DEQ also issued to Assignor a Reclaimed Water Generation System Permit#WQ0039376 for the Facility dated August 27,2021. 7. Section 18 of the Master Services Agreement provides that neither Assignor nor the Town may assign the Master Services Agreement or the rights thereunder without having first obtained the written consent of the other,except that either of them may assign the Agreement to an affiliate or entity succeeding to all or substantially all of the assets underlying the Agreement without first obtaining the consent of the other. It further provides that any assignment of the Agreement also shall require the approval of DEQ. 8. Assignor intends to convey the Property, including all improvements thereon and assets associated with the ownership of the Facility, to Assignee and to assign the Agreement and its rights and obligations thereunder to Assignee, and Assignee desires to accept conveyance of the Property and all improvements thereon and assets associated with ownership of the Facility,and to accept assignment from Assignor of the Agreement and all of Assignor's rights and obligations under the Agreement. 9. Assignor has applied to DEQ for a transfer to Assignee of Assignor's rights and obligations under the NPDES Permit and of the Reclaimed Water Generation Permit. 10. DEQ's approval of the assignment by Assignor to Assignee of the Agreement and Assignor's rights and obligations under the Agreement will be evidenced by DEQ's approval of the assignment by Assignor to Assignee of the transfer to Assignee of Assignor's rights and obligations under the NPDES Permit and of the Reclaimed Water Generation Permit. ASSIGNMENT NOW, THEREFORE, in consideration of the mutual desire of the parties and other valuable consideration,the sufficiency and receipt of which is hereby acknowledges, and pursuant to Section 18 of the Master Services Agreement, Assignor hereby assigns to Assignee, and Assignee hereby accepts assignment from Assignor of, the Agreement and all of Assignor's rights and obligations under the Agreement. This Assignment shall be effective as of the date entered in the first paragraph hereof. IN WITNESS WHEREOF, Assignor and Assignee each have caused this Assignment to be executed in its company name by its duly authorized official. Chatham Park Investors LLC, a North Carolina limited liability company By: Name: Title: Date: Clearwater 64 LLC, a North Carolina limited liability company By: Name: Title: Date: